PFIC Matters Clause Samples

The "PFIC Matters" clause addresses issues related to Passive Foreign Investment Companies (PFICs) under U.S. tax law. It typically requires parties to disclose whether any entity involved qualifies as a PFIC, and may obligate them to provide relevant documentation or representations regarding PFIC status. This clause is crucial for ensuring compliance with U.S. tax regulations, as PFIC status can have significant tax consequences for U.S. investors, and the clause helps allocate responsibility and mitigate potential tax risks associated with such investments.
PFIC Matters. If a Purchaser so requests in writing for any taxable year of the Company, the Company, after consulting with its outside accounting firm, shall within 15 days notify the Buyer in writing that either (A) neither the Company nor any of its Subsidiaries was a PFIC for such year, or (B) the Company and/or one or more of its Subsidiaries was a PFIC for such year, in which event the Company shall provide to such Purchaser, upon the reasonable written request of such Purchaser, the information reasonably necessary to allow such Purchaser to elect to treat each of the Company and the applicable Subsidiaries (if any), respectively, as a “qualified electing fund” (within the meaning of Code Section 1295) for such year, including a “PFIC Annual Information Statement” as described in U.S. Treasury Regulation Section 1.1295-1(g)(1) (or any successor Treasury Regulation). For purposes hereof, “PFIC” means a “passive foreign investment company” within the meaning of Section 1297(a) of the Code.
View SourceView Similar (5)
PFIC Matters. (a) As soon as reasonably practicable (but in any event, within seventy-five (75) days) following the end of each taxable year of the Company and each Subsidiary (as determined for U.S. federal income tax purposes), the Company shall (with the assistance of its outside U.S. tax advisors) determine whether or not the Company or any Subsidiary was a PFIC for such taxable year, and shall provide a report regarding such determination to the Investor. (b) In connection with a “Qualified Electing Fund” election (“QEF election”) pursuant to Code Section 1295 or a “Protective Statement” pursuant to Treasury Regulation Section 1.1295-3, filed or proposed to be filed by the Investor or any Affiliate thereof, the Company shall, and shall cause each Subsidiary to, annually provide a PFIC annual information statement to the Investor and such Affiliate in the form required under Treasury Regulations Section 1.1295-1(g) as soon as reasonably practicable following the end of each calendar year (but in no event later than ninety (90) days following the end of each calendar year). (c) The Company shall provide the Investor with, and shall provide commercially reasonable access to records and other sources regarding, any additional information reasonably requested by the Investor to the extent necessary (i) to determine the Company’s or any Subsidiary’s status as a PFIC for any taxable year, (ii) to determine the amounts that the Investor or any Affiliate thereof may be required to report as its pro rata portion of the Company’s or such Subsidiary’s earnings in connection with a QEF election, a Protective Statement or otherwise, (iii) to enable the Investor and its Affiliates to make any election (including a QEF election) and to comply with all other requirements of such election or (iv) to prepare and file any U.S. tax return, form or statement (including IRS Forms 926, 5471, 8865 and 8886), or otherwise comply with applicable U.S. federal, state, local, non-U.S. or other tax laws.
View SourceView Similar (3)
PFIC Matters. If a U.S. Purchaser so requests in writing for any taxable year of the Company, the Company, after consulting with its outside accounting firm, shall within 15 days notify the U.S. Purchaser in writing that either (A) the Company was not a PFIC for such year, or (B) the Company was a PFIC for such year, in which event the Company shall provide to the U.S. Purchaser, upon the reasonable written request of the U.S. Purchaser, the information reasonably necessary to allow the U.S. Purchaser to elect to treat each of the Company as a qualified electing fund (within the meaning of Code Section 1295) for such year, including a PFIC Annual Information Statement as described in U.S. Treasury Regulation Section 1.1295-1(g)(1) (or any successor Treasury Regulation). For purposes hereof, PFIC means a passive foreign investment company within the meaning of Section 1297(a) of the Internal Revenue Code of 1986, as amended.
View SourceView Similar (3)
PFIC Matters. If a U.S. Purchaser so requests in writing for any taxable year of the Company, the Company, after consulting with its outside accounting firm, shall within 15 days notify the U.S. Purchaser in writing that either (A) the Company was not a PFIC for such year, or (B) the Company was a PFIC for such year, in which event the Company shall provide to the U.S. Purchaser, upon the reasonable written request of the U.S. Purchaser, the information reasonably necessary to allow the U.S. Purchaser to elect to treat each of the Company as a "qualified electing fund" (within the meaning of Code Section 1295) for such year, including a "PFIC Annual Information Statement" as described in U.S. Treasury Regulation Section 1.1295-1(g)(1) (or any successor Treasury Regulation). For purposes hereof, "PFIC" means a "passive foreign investment company" within the meaning of Section 1297(a) of the Internal Revenue Code of 1986, as amended.
View SourceView Similar (3)
PFIC Matters. No member of the Group Companies is or expects to become, a passive foreign investment company (“PFIC”) or a controlled foreign corporation (“CFC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) for the current taxable year or any future taxable year. The Company has not elected to be treated as other than a corporation for U.S. federal income tax purposes.
View SourceView Similar (3)
PFIC Matters. The Issuer shall determine whether the Issuer is a “passive foreign investment company,” as defined in Section 1297 of the Code (a “PFIC”). In the event that the Issuer determines that it is a PFIC, the Issuer shall notify the Subscibers of such determination. The Issuer shall, within 90 days after the end of the Issuer’s fiscal year, provide the Subscribers with: (i) a PFIC Annual Information Statement or an Annual Intermediary Statement, as applicable and in each case within the meaning of U.S. Treas.
View SourceView Similar (2)
PFIC Matters. Parent shall provide to Parent shareholders a properly prepared and qualifying “PFIC Annual Information Statement” (as described in Treasury Regulations Section 1.1295-1(g)) as is required in order to enable such Parent shareholders to make a timely and valid “Qualifying Electing Fund” election under Section 1295 of the Code (and the Treasury Regulations promulgated thereunder) for any taxable year during which Parent more likely than not qualifies as a “Passive Foreign Investment Company” under Section 1297 of the Code (and the Treasury Regulations promulgated thereunder). AARK and the Company shall assist and cooperate with Parent to provide the PFIC Annual Information Statement.
View Source
PFIC Matters. Parent and the Surviving Company shall provide (or cause to be provided) to the Shareholder Representative such information with respect to the taxable years of its Subsidiaries that include the Closing Date (the “Closing Date Taxable Years,” or, separately, a “Closing Date Taxable Year”) as is necessary for the Shareholder Representative to make the designation referenced in the second sentence of this paragraph, including the most recent financial statements for Bully 1 Joint Venture and Bully 2 Joint Venture, within 90 days after the end of each Closing Date Taxable Year. No later than 30 days after the receipt of such information for a Subsidiary, the Shareholder Representative shall advise Parent whether or not it designates such Subsidiary as a “passive foreign investment company,” within the meaning of section 1297 of the Code, for the Closing Date Taxable Year of such Subsidiary. Within 30 days after notification by the Shareholder Representative that such a Subsidiary has been so designated, Parent shall provide the Closing Date Principal Shareholders with a “PFIC Annual Information Statement” in accordance with U.S. Treasury regulations section 1.1295-1 (g) for such Subsidiary and shall provide any other information reasonably requested by the Closing Date Principal Shareholders with respect to the Closing Date Taxable Year of such Subsidiary as the Closing Date Principal Shareholders may need to comply with reporting obligations with respect to the ownership of a passive foreign investment company.
View Source

Related to PFIC Matters

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • SEC Matters (a) Buyer has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed, furnished or submitted by it with the SEC under the Exchange Act or the Securities Act since January 1, 2005 (the “Applicable Date”) (the forms, statements, reports and documents filed, furnished or submitted since the Applicable Date and those filed or furnished subsequent to the date hereof including any amendments thereto, the “Buyer SEC Reports”). Each of the Buyer SEC Reports, at the time of its filing or being furnished or submitted complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and any rules and regulations promulgated thereunder applicable to the Buyer SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment) the Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (b) Buyer is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (c) Buyer has established and maintained disclosure controls and procedures required by Exchange Act Rules 13a-14 and 15d-14, except as disclosed in the Buyer SEC Reports. Such disclosure controls and procedures are adequate and effective to ensure that information required to be disclosed by Buyer, including information relating to its consolidated Affiliates, is recorded and reported on a timely basis to its chief executive officer and chief financial officer by others within those entities. (d) Each of the consolidated financial statements of Buyer and its Subsidiaries contained in the Buyer SEC Reports (the “Buyer Financial Statements”), together with related schedules and notes, presents fairly in all material respects the financial position of Buyer and its consolidated Subsidiaries at the dates indicated and the statement of operations and stockholders’ equity and cash flows of Buyer and its consolidated Subsidiaries for the periods specified, and said financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, except as disclosed therein.

  • Fiscal Matters a. The School District will provide all required Course Materials (textbooks and electronic materials) and will be billed for applicable Instructional Materials charges embedded in courses requiring electronic materials in accordance with the College respective course agreement. b. The School District will act as the fiscal agent for purposes of this MOU, including student fees. Based on School District policies, the School District may recover fees incurred by students. c. Any transportation and applicable food services required for Students participating in Dual Credit programs at the College site will be provided by the School District. d. All personal fines, late fees, parking tickets, etc. incurred by Student at the College are the student’s individual responsibility. e. Adjunct Instructors at the School site delivering dual credit courses may teach students enrolled in ECHS and Traditional Dual Credit in the same course section. However, Alamo Colleges District will only pay dual credit stipends for dual credit courses with 15 dual credit students or more in each course section. Dual Credit students constitute those in traditional Dual Credit or ECHS. f. The Cost-Sharing Model was implemented beginning with the 2017-18 Academic Year. Following the model of who primarily funds the cost of the Dual Credit Instructor, the Alamo Colleges District will either pay a stipend to the School District or the School District will pay the Alamo Colleges District the appropriate amount listed below. The College will verify all student enrollments per College census dates. i. Where the School District contracts the instructor to teach college courses, the Alamo Colleges District will pay $600 for each course section that contains at least 15 students. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide the appropriate payment to be paid the first full week of December for the Fall semester and the third full week of April for the Spring semester. ii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals less than 80% of the total student enrollment count of the said course section, the School District will pay $100 per student to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iii. Where the College contracts the college instructor to teach a course section and the student enrollment in each specific course section totals to 80% or greater of the total student enrollment of the said course, the School District will pay $2,800 per course to the Alamo Colleges District. The official student enrollment count will be taken on the course sections’ census date. The Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. iv. Where Students are required to use Course Materials as part of the prescribed courses in their degree plan, as referenced in Section 13 – Course Materials, the Alamo Colleges District Business Office will communicate with the School District Business Office to provide an invoice by mid-January for the Fall semester and the third full week of April for the Spring semester. Each of these invoices are to be paid net 45 days from the date of the invoice. g. School District’s failure to meet its financial responsibilities as the fiscal agent will result in a College’s refusal of enrollment of its Students for the next Academic Year after determination of payment default and may be subject to outside collection agency action. h. Tuition promotions, incentives or discounts vary during each academic year. All current promotions are published on the Alamo Colleges District web site at: ▇▇▇.▇▇▇▇▇.▇▇▇, and are available in printed or electronic formats. Applicability of said for students enrolled in Dual Credit programs, Early College High School or Alamo Academies must be verified at the time of enrollment. Examples of promotional incentives include the “Summer Momentum Plan” published in the Alamo Colleges District web site at: ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/free.